Anti-Crisis Measures for JSC and LLC Have Been Extended Until the End of 2023

30 December 2022

On 19 December 2022, Federal Law No. 519-FZ “On Amendments to Certain Legislative Acts of the Russian Federation and Suspension of Certain Provisions of Legislative Acts of the Russian Federation” extending previously introduced economic measures and establishing a number of anti-crisis innovations (“Federal Law”) was published.

The Federal Law contains different norms regulating legal relations in various spheres. In particular, the Federal Law provides for a new regulation of corporate relations for 2023.

Thus, until the end of 2023, the rule was extended, according to which powers of previously elected Board of Directors of JSCs are retained until the decision of the general meeting of shareholders on election of the board in a new composition1.

In addition, the Federal Law extends for 2023 the rule that allows JSC and LLC not to reduce the share capital or liquidate if net assets of a business company are less than its share capital. The Board of Directors (Supervisory Board) in particular will not need to include a section on the status of its net assets when preparing for the annual general meeting of shareholders2.

Moreover, according to the Federal Law, in 2023 JSC and LLC will be able to hold any general meetings in the form of absentee voting. Earlier, this norm was introduced by the Federal Law No. 25-FZ dated 25.02.2022 "On Amendments to the Federal Law “On Joint Stock Companies” and on Suspension of Certain Provisions of Legislative Acts of the Russian Federation"3.

The Federal Law also extended for a year the rule according to which shareholders owning in aggregate at least 5% of voting shares can receive several information and documents about a joint-stock company. Previously, this right belonged to the owners of at least 1% of the voting shares4.

Such information and documents include, for example:

  • list of persons entitled to participate in the general meeting of shareholders;
  • documents of a non-public JSC;
  • information about an interested party transaction, if it was made without consent;
  • minutes of meetings of Board of Directors.

This threshold is also used to file a suit, for example, to invalidate a large transaction that has not been properly agreed upon. Such a right for shareholders holding at least 5% of voting shares has also been extended for 2023.

All of the above rules come into force on 1 January 20235.

1 Paragraph 1 of Article 27 of the Federal Law
2 Paragraph 4 of Article 20 of the Federal Law
3 Paragraph 2 of Article 19 of the Federal Law
4 Article 21 of the Federal Law
5 Article 33 of the Federal Law